45-2-311. Criminal responsibility of corporations.

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45-2-311 . Criminal responsibility of corporations.

(1)A corporation may be prosecuted for the commission of an offense only if:

(a)the offense is a misdemeanor, is defined by 45-5-204 , 45-6-315 , 45-6-317 , 45-6-318 , 45-6-326 , 45-8-113 , 45-8-114 , 45-8-212 , 45-8-214 , 82-1-201 , or 82-10-104 , or is defined by another statute that clearly indicates a legislative purpose to impose liability on a corporation and an agent of the corporation performs the conduct that is an element of the offense while acting within the scope of the agent's office or employment and in behalf of the corporation, except that any limitation in the defining statute concerning the corporation's accountability for certain agents or under certain circumstances is applicable; or

(b)the commission of the offense is authorized, requested, commanded, or performed by the board of directors or by a high managerial agent who is acting within the scope of that agent's employment in behalf of the corporation.

(2)A corporation's proof that the high managerial agent having supervisory responsibility over the conduct that is the subject matter of the offense exercised due diligence to prevent the commission of the offense is a defense to a prosecution for any offense to which subsection (1)(a) refers, other than an offense for which absolute liability is imposed. This subsection is inapplicable if the legislative purpose of the statute defining the offense is inconsistent with the provisions of this subsection.

(3)For the purposes of this section:

(a)"agent" means any director, officer, servant, employee, or other person who is authorized to act in behalf of the corporation;

(b)"high managerial agent" means an officer of the corporation or any other agent who has a position of comparable authority for the formulation of corporate policy or the supervision of subordinate employees in a managerial capacity.